Structure of the share capital

Share capital

As at 31 December 2024, the fully paid share capital of Galenica amounted to CHF 5,000,000, divided into 50,000,000 registered shares, each with a nominal value of CHF 0.10. Galenica shares (securities no. 36 067 446, ISIN CH036 067 446 6) are listed on the SIX Swiss Exchange. As at 31 December 2024, 49,827,021 shares were outstanding (not including treasury shares). The market capitalisation amounted to CHF 3,704.6 million. With regard to dividend entitlement and voting rights see chapter Shareholders’ rights to participate below.

Capital band and conditional capital in particular

According to Article 3b of the Articles of Association, the share capital may be increased by a maximum of CHF 500,000 by the issuance of a maximum of 5,000,000 fully paid registered shares with a nominal value of CHF 0.10 each, through the voluntary or compulsory exercise of conversion rights and/or option rights granted in connection with the issuance of bonds or similar financial market instruments of the Company or one of its Group companies on national or international capital markets. As of 31 December 2024, Galenica had no conditional capital. Furthermore, Galenica has no capital band.

Changes in the capital

Information about changes in the share capital, reserves during the last three financial years and distributable profit during the last three financial years can be found in the Financial statements 2024 of Galenica Ltd., Note Shareholders’ equity.

Participation and dividend-right certificates

Galenica has no participation or dividend-right certificates.

Registration of shareholders

Buyers of shares are entered in the shareholders’ register upon request as shareholders with voting rights if they declare explicitly that they have acquired the shares in their own name and for their own account (Article 6(1) of the Articles of Association).

Registration and limitations on transferability

The Board of Directors may refuse registration in the shareholders’ register if purchasers do not declare explicitly, upon request, that they have acquired the shares in their own name and for their own account. The Board of Directors is also authorised to cancel any entries in the shareholders’ register that came about on the basis of incorrect information or to change these into entries without voting rights, and vice versa (Article 6(5) of the Articles of Association).

Registration of nominees

A nominee may be registered with voting rights up to a limit of 2% of the share capital entered in the commercial register. Shares in excess of this limit can only be registered if the nominee in question discloses the name, address, and number of shares of the person for whose account the nominee holds 0.5% or more of the share capital entered in the commercial register (Article 6(2) of the Articles of Association). Galenica has signed an agreement of this nature with three nominees.

Convertible bonds and options

Galenica has no outstanding convertible bonds, nor has it issued any options.